- 38 - obligation fixed as of the date the purported interest began to accrue. Indeck had no existing, legally enforceable obligation to pay a discernible sum for Mr. Polsky’s shares prior to May 15, 1994, the date by which closing was to occur under the Settlement Agreement. Indeck urges that it had an “unconditional obligation” to purchase Mr. Polsky’s shares under the Shareholders’ Agreement, as a result of his involuntary termination, at a price determined by the highest bona fide offer received for Indeck’s outstanding shares within one year of the termination. But the Shareholders’ Agreement’s formula for setting the purchase price of Mr. Polsky’s shares was far too indefinite to give rise to indebtedness. The terms of the Shareholders’ Agreement allowed Indeck to contend that the third- party offers obtained by Mr. Polsky to set the price were not bona fide (as Indeck in fact contended during the period that the purported indebtedness gave rise to interest). For his part, Mr. Polsky contended that, under the combined terms of the Employment and Shareholders’ Agreements, the price to be paid for his shares should be measured as of the expiration of his term of employment. In short, upon Mr. Polsky’s termination, the parties vigorously disputed the terms of Indeck’s obligation to purchase Mr. Polsky’s shares.Page: Previous 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Next
Last modified: May 25, 2011